How do I register a company in Vietnam if I am a foreigner?

Foreigners are allowed to register their company in Vietnam for starting a business.In most industries, they can own 100% of the shares of their business. In a few selected industries, company registration in Vietnam is only allowed in a joint venture agreement with a Vietnamese individual or corporate shareholder.One IBC’ Vietnam company registration specialist will advise you with regards to the need for a joint venture partner.Read more: How to set up a company in Vietnam? Types of company in Vietnam

Does registration of a Vietnam business differ from registration of a foreign-owned one?

Yes. in many ways.Foreigners registering a new business in Vietnam are notably required to open a capital account in the country, which they will have to use in other to inject their company’s share capital.Read more: The first step in setting up a company in Vietnam

In Order to Carry Out an Investment Project in Vietnam in WFOE or JV Form, must an Investor Set Up a Vietnamese Legal Entity?

Not necessarily. A foreign investor may set up a new legal entity as a wholly foreign-owned enterprise (“WFOE”) or as a JV (and contribute capital to this entity): in this case, an investor must apply both for an investment registration certifcate (“IRC”) and an enterprise registration certifcate (“ERC”), which was formerly called a business registration certifcate (“BRC”). A foreign investor may also contribute capital to an existing legal entity in Vietnam, which does not require an issuance of an IRC or ERC.Thus, in respect of foreign investors carrying out their frst project in Vietnam, the incorporation of the Vietnamese legal entity takes place simultaneously with the licensing of their frst project. In other words, a foreign investor cannot incorporate a legal entity without a project. However, subsequent to the frst project, an investor may carry out additional projects either using the established legal entity or by setting up a new entity.Read more: Starting a business in Vietnam Types of company in Vietnam

What types of Vietnamese legal entities are available?

A foreign investor (just like a local investor) may select one of the following Vietnamese legal entities to carry out a project: A limited liability company (“LLC”), in the form of either a single-member LLC (“SLLC”) or an LLC with two or more (up to a maximum of 50) members (“MLLC”). A shareholding or joint stock company (“JSC”) which is a company with at least three shareholders but no maximum number of shareholders. A general partnership or a limited liability partnership. A private enterprise (akin to a sole proprietorship).Read more: Vietnam company formation Company registration fees in Vietnam

What factors should a foreign investor consider in deciding whether to choose a JV (Partly foreign-owned LLC (The Vietnam joint venture company)?

The two main factors that lead a foreign investor to choose a JV are: (i) some business sectors in Vietnam require a JV to establish a commercial presence in Vietnam; and (ii) the Vietnamese party has a key asset, local know-how and knowledge, or other factors that make the JV the preferred choice.For example, in real estate development projects, the Vietnamese party usually has the land use rights, which by law cannot be directly transferred to a foreign investor, but may be contributed into a JV.Read more: 100% foreign owned company in Vietnam Vietnam company registration

Do I need investment or enterprise registration certificate (IRC or ERC)?

Depending on the nature of your business you may or may not need a special licenses.

For example if you consider the case of any un-conditional businesses such as general consultancy, no special license is required. On the other hand any sort of food or cosmetics related business, though unconditional may require some special licenses. For example a whole sale food import business will require a food import license issued by the ministry of health. A similar license is required to setup and operate a restaurant or food processing facility.

In the case of conditional business, most of these require additional licenses. For example investors looking to setup up educational institutions, require a special education license from the department of education. Retail trading also requires a special retail trading license issued by the department of industry and trade.

It should be noted that for both conditional as well as unconditional business, these special licenses can only be obtained after an investment registration certification and enterprise registration certificate have been issued. A good rule of thumb is to examine the licensing laws for a particular business in your own country along with the required criteria. Generally something of a similar nature will be applicable in Vietnam.

One IBC as an experienced consultant can advise and assist in procuring these additional licenses. Furthermore in certain cases where the investor may not be able to meet certain conditions, we can suggest practical solutions or workarounds to overcome the more stringent requirements.

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